Virtual Mind Holding Company Limited — Proxy Solicitation & Information Statement 2016

Nov 4, 2016

Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this announcement, make no representation as to its accuracy or completeness and expressly disclaim any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this announcement.

RUNWAY GLOBAL HOLDINGS COMPANY LIMITED 時尚環球控股有限公司

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 1520)

NOTICE OF EXTRAORDINARY GENERAL MEETING

NOTICE IS HEREBY GIVEN that an extraordinary general meeting (the “ Meeting ”) of Runway Global Holdings Company Limited (the “ Company ”) will be held at 14th Floor, PeakCastle, 476 Castle Peak Road, Cheung Sha Wan, Kowloon, Hong Kong on Monday, 21 November 2016 at 11:00 a.m. to consider and, if thought fit, pass the following ordinary resolution of the Company:

ORDINARY RESOLUTION

“ THAT :

• (a) the conditional sale and purchase agreement dated 5 September 2016 (the “ Sale and Purchase Agreement ”) (a copy of which has been produced to the meeting marked “A” and initialled by the chairman of the meeting for the purpose of identification purpose) entered into between Favor Way Investments Limited, as the vendor (the “ Vendor ”), Ms. Tin Yuen Sin Carol, as the vendor’s guarantor, Smart Dream Limited, a wholly-owned subsidiary of the Company, as the purchaser, and the Company in relation to the acquisition (the “ Acquisition ”) of 1,000,000 shares of Delta Wealth Finance Limited (the “ Target Company ”) representing the entire issued share capital of Delta Wealth Finance Limited and the amount owing by the Target Company to the Vendor in respect of the loans repayable on demand made by the Vendor to the Target Company and all obligations, liabilities and debts owing or incurred by the Target Company to the Vendor on or at any time prior to completion whether actual, contingent or deferred and irrespective of whether or not the same is due and payable on completion, at the aggregate consideration of HK$63,500,001, HK$38,500,000 of which shall be settled and discharged by the Company’s allotment and issuance of 110,000,000 new ordinary share(s) of HK$0.01 (the “ Consideration Shares ”) each in the share capital of the Company at the issue price of HK$0.35 per Consideration Share to Favor Way Investments Limited or its nominee on the terms and subject to the conditions set out in the Sale and Purchase Agreement and all the transactions contemplated thereunder be and are hereby ratified, confirmed and approved;

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• (b) conditional upon, among others, The Stock Exchange of Hong Kong Limited granting the listing of, and permission to deal in, the Consideration Shares, the directors of the Company (the “ Directors ”) be and are hereby granted a specific mandate to allot and issue the 110,000,000 Consideration Shares pursuant and subject to the terms and conditions of the Sale and Purchase Agreement; and

• (c) any one Director be and is hereby authorised to execute all such documents, instruments, agreements and deeds and do all such acts, matters and things that are of administrative nature only and ancillary to the Acquisition, as he/she may in his or her absolute discretion consider necessary or desirable for the purpose of and in connection with the implementation of the Sale and Purchase Agreement and the transactions contemplated thereunder, including the allotment and issuance of the Consideration Shares, and to agree to such variations of the terms of the Sale and Purchase Agreement and the transactions contemplated thereunder that are of administrative nature only as he or she may in his or her absolute discretion consider necessary or desirable”.

By Order of the Board Runway Global Holdings Company Limited Hubert Tien Chairman

Hong Kong, 4 November 2016

As at the date hereof, the board of the Company comprised the following Directors:

Executive Directors Mr. Hubert Tien (Chairman) Mr. Chen Gang Mr. Qu Chengbiao Mr. Yeung Kwok Leung

Independent non-executive Directors Mr. Chan Kin Sang Mr. Tang Shu Pui, Simon Ms. Luo Dan Mr. Tse Yuen Ming Mr. Hon Ming Sang

Head office and principal place of business 14th Floor, PeakCastle in Hong Kong 476 Castle Peak Road Cheung Sha Wan Kowloon Hong Kong

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Notes:

• (a) Any shareholders entitled to attend and vote at the Meeting is entitled to appoint one or, if he/she is the holder of two or more shares, more than one proxy to attend and vote on his/her behalf in accordance with the articles of association of the Company. A proxy need not be a shareholder.

• (b) To be valid, a form of proxy and the power of attorney or other authority, if any, under which it is signed or a certified copy of such power or authority must be deposited at the Company’s branch share registrar and transfer office in Hong Kong, Tricor Investor Service Limited, at Level 22, Hopewell Centre, 28 Queen’s Road East, Hong Kong not less than 48 hours before the time appointed for holding of the Meeting or any adjournment thereof.

• (c) Delivery of an instrument appointing a proxy shall not preclude a shareholder from attending and voting in person at the Meeting or any adjournment thereof and in such event, the instrument appointing a proxy shall be deemed to be revoked.

• (d) In the case of joint holders of a share, any one of such joint holders may vote, either in person or by proxy, in respect of such share as if he/she was solely entitled thereto if more than one of such joint holders are present at the Meeting, the vote of the senior who tenders a vote, whether in person or by proxy, shall be accepted to the exclusion of the votes of the other joint holders. For this purpose, seniority shall be determined by the order in which the names stand first in the Register of Shareholders in respect of the joint holding.

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